<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NABISCO HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7 CAMPUS DRIVE 13-3077142
(State or other PARSIPPANY, NEW JERSEY 07054 (I.R.S. Employer
jurisdiction of (Address, including zip code, of Identification No.)
incorporation or registrant's principal executive office)
organization)
</TABLE>
------------------------
STOCK OPTION PLAN FOR DIRECTORS OF NABISCO HOLDINGS CORP. AND SUBSIDIARIES
(Full title of the plan)
------------------------------
JAMES A. KIRKMAN III, ESQ.
NABISCO HOLDINGS CORP
. 7 CAMPUS DRIVE
PARSIPPANY, NEW JERSEY 07054
(973) 682-5000
(Name, address and telephone number, including area code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(1)
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01
per share.......................... 300,000 $45.50 $13,650,000 $4,027
</TABLE>
(1) Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum
offering price per share and the registration fee relating to the Class A
Common Stock being registered have been based on the average of the high and
low prices of the Class A Common Stock reported on the New York Stock
Exchange-Composite Tape on May 18, 1998.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Nabisco Holdings Corp., a Delaware corporation ("Nabisco
Holdings"), are incorporated as of their respective dates in this Registration
Statement by reference:
A. Nabisco Holdings' Annual Report on Form 10-K for the year ended
December 31, 1997;
B. all other reports filed by Nabisco Holdings pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31,
1997; and
C. the Description of Nabisco Holdings' Common Stock (the "Common
Stock") contained in Nabisco Holdings' Registration Statement on Form 8-A
filed with the Commission on December 20, 1994.
All documents subsequently filed by Nabisco Holdings and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required to be filed with this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
James A. Kirkman III, Executive Vice President, General Counsel and
Secretary of the Company, is providing an opinion concerning the Class A Common
Stock being registered pursuant to this registration statement. Mr. Kirkman owns
Class A Common Stock and options to purchase Class A Common Stock accounting for
less than 0.1% of the outstanding shares of all classes of Common Stock issued
by the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made,
II-1
<PAGE>
parties to any pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
against expenses (including attorney's fees) in connection with the defense or
settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such an officer or director actually and reasonably incurred.
In accordance with Delaware Law, the Certificate of Incorporation of Nabisco
Holdings contains a provision to limit the personal liability of the directors
of Nabisco Holdings for violations of their fiduciary duty. This provision
eliminates each director's liability to Nabisco Holdings or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
Nabisco Holdings or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Law providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence. In
addition, the holders of Common Stock are deemed to have consented to certain
provisions of the Restated Certificate of Incorporation under which certain
allocations of corporate opportunities are not deemed to breach a director's
fiduciary duty of loyalty.
The Restated Certificate of Incorporation of Nabisco Holdings provides for
indemnification of the officers and directors of Nabisco Holdings to the full
extent permitted by applicable law.
ITEM 7. EXCEPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
5 Opinion of James A. Kirkman III, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of James A. Kirkman III, Esq. (included in Exhibit 5)
24 Power of Attorney
</TABLE>
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Parsippany, State of New Jersey, on May 20, 1998.
NABISCO HOLDINGS CORP.
<TABLE>
<S> <C> <C>
NABISCO HOLDINGS CORP.
By: /s/ JAMES A. KIRKMAN III
-----------------------------------------
James A. Kirkman III, Esq.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
& SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 20, 1998.
SIGNATURE TITLE
- ------------------------------ --------------------------
*
- ------------------------------ Chairman
Steven F. Goldstone
*
- ------------------------------ Director, President and
James M. Kilts Chief Executive Officer
* Executive Vice President
- ------------------------------ and Chief Financial
James E. Healey Officer
*
- ------------------------------ Senior Vice President and
Robert A. Schiffner, Jr. Controller
*
- ------------------------------ Director
Herman Cain
*
- ------------------------------ Director
John T. Chain, Jr.
*
- ------------------------------ Director
David B. Jenkins
*
- ------------------------------ Director
Kay Koplovitz
*By: /s/ JAMES A. KIRKMAN
III
-------------------------
James A. Kirkman III,
Esq.
ATTORNEY-IN-FACT
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
- ----------------- --------------------------------------------------------------------------------- -------------------
<C> <S> <C>
5 --Opinion of James A. Kirkman III, Esq. regarding the legality of the securities
being registered...............................................................
23.1 --Consent of Deloitte & Touche LLP...............................................
23.2 --Consent of James A. Kirkman III, Esq. (included in Exhibit 5)..................
24 --Power of Attorney..............................................................
</TABLE>
<PAGE>
EXHIBIT 5
NABISCO HOLDINGS CORP.
May 20, 1998
Nabisco Holdings Corp.
7 Campus Drive
Parsippany, New Jersey 07054
Ladies and Gentlemen:
I have acted as counsel for Nabisco Holdings Corp., a Delaware corporation
(the "Company"), in connection with the accompanying Registration Statement on
Form S-8 (the "Registration Statement") for the issuance and sale of up to
300,000 shares of Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), to participants ("Participants") in the Company's Stock Option
Plan for Directors of Nabisco Holdings Corp. and Subsidiaries (the "Plan").
I have examined the Registration Statement, its exhibits and such other
documents and records, and made such other investigations as I have deemed
necessary and relevant for this opinion. Based on this review, I am of the
opinion that, upon the receipt of adequate consideration therefor, any Class A
Common Stock distributed to Participants pursuant to the Plan will be duly
authorized, validly issued, fully paid and non-assessable.
The opinion set forth herein is limited to the General Corporation Law of
the State of Delaware and the federal laws of the United States.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ JAMES A. KIRKMAN III
------------------------------------------------------------------------------
James A. Kirkman III, Esq.
EXECUTIVE VICE PRESIDENT, GENERAL
COUNSEL
& SECRETARY
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Nabisco Holdings Corp. on Form S-8, dated May 20, 1998, of our report dated
January 26, 1998 that appears in the Annual Report on Form 10-K of Nabisco
Holdings Corp. and Nabisco, Inc. for the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
May 20, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned appoints James
A. Kirkman III as the attorney-in-fact and agent of the undersigned, with full
power and authority of substitution, to execute for and on behalf of the
undersigned a Registration Statement on Form S-8 for Nabisco Holdings Corp., a
Delaware corporation (the "Company"), all pre-effective and post-effective
amendments or supplements to this Registration Statement and all related
documents and instruments, and to file the same with the Securities and Exchange
Commission and with each exchange on which Company securities may be listed,
granting to this attorney-in-fact and agent full power and authority to take
such action as he deems advisable or necessary to carry out the intent of this
Power of Attorney.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of March 5, 1998.
SIGNATURE TITLE
- ------------------------------ --------------------------
/s/ STEVEN F. GOLDSTONE
- ------------------------------ Chairman
Steven F. Goldstone
/s/ JAMES M. KILTS
- ------------------------------ Director, President and
James M. Kilts Chief Executive Officer
/s/ JAMES E. HEALEY Executive Vice President
- ------------------------------ and Chief Financial
James E. Healey Officer
/s/ ROBERT A. SCHIFFNER, JR.
- ------------------------------ Senior Vice President and
Robert A. Schiffner, Jr. Controller
/s/ HERMAN CAIN
- ------------------------------ Director
Herman Cain
/s/ JOHN T. CHAIN, JR.
- ------------------------------ Director
John T. Chain, Jr.
/s/ DAVID B. JENKINS
- ------------------------------ Director
David B. Jenkins
/s/ KAY KOPLOVITZ
- ------------------------------ Director
Kay Koplovitz
/s/ JOHN G. MEDLIN, JR.
- ------------------------------ Director
John G. Medlin, Jr.
